Filed by Marine Products
Corporation
Pursuant to Rule
425 under the Securities Act of 1933
and deemed to be
filed pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company:
Marine Products Corporation
Commission File No.:
001-16263
The following communications were
made by Marine Products Corporation (“Marine Products”) to its employees in connection with the proposed acquisition of Marine
Products by MasterCraft Boat Holdings, Inc.
| To: |
Chaparral Employees |
| From: |
Marine Products Corporation
& Chaparral Leadership |
| Re: |
Marine Products Corp and
MasterCraft Boat Holdings Merger |
| Date: |
April 7, 2026 |
As all of you are aware of on February
5, 2026, Marine Products announced that it had entered into an Agreement and Plan of Merger with MasterCraft. The transaction is subject
to shareholder and regulatory approvals and other closing conditions.
The leadership teams at Marine Products,
Chaparral and MasterCraft are working diligently to achieve the important objective of a smooth transition for employees. We are actively
working on various aspects of the merger and more information will be forthcoming as it becomes available.
Below are some common questions we are
receiving and would like to respond to all employees based on what we know as of today, also attached is a Welcome Letter from
the CEO of MasterCraft Boat Holdings, Brad Nelson.
Will my role and compensation change
with this transition?
At this time, no changes to roles, responsibilities
or compensation are planned for the foreseeable future. Our goal is to retain our talented team and ensure a smooth transition. We plan
to have our annual salary review in the same May to June time period as we have in previous years. Hourly pay reviews will occur also
as normal. Any planned changes to your role or compensation that may occur in the future will be communicated openly to you.
Will my benefits change?
There will be NO changes to your health
benefits, cost, or providers at this time. No changes are expected to your Vacation and Paid Time Off benefits. In general,
the expectation is that benefits will be the same, similar or better. If any changes to your benefits are planned
in the future, we will communicate them openly to you.
Will my pay date and frequency change?
You will continue to be paid on a weekly
basis.
Does MasterCraft have
a 401(k) plan and will I be able to move my current 401(k) account to their plan?
Yes, MasterCraft
has a 401(k) plan for its employees. We are working to facilitate a smooth transition of Chaparral employees to that plan post-closing,
and your account balances (including any outstanding plan loans) will not be affected.
What is
MasterCraft’s 401(k) plan match and at what point will that be applied to my plan contributions?
MasterCraft
has indicated that it is planning to modify their 401(k)-plan match and vesting provisions to be similar to what we currently offer.
More information will come from MasterCraft as the transition approaches.
I have
an outstanding loan in the current 401(k) plan. What happens to my Loan?
MasterCraft
is working to facilitate a smooth transition of your loan balance. You will be able to continue to make repayments on your loan during
the transition.
What happens
to my years of service and my seniority?
All of your
credit for past services will be recognized, and your seniority will transfer over with the merger.
What’s
next?
As both teams work through
all details, we will communicate those details and send updates. If you have any immediate questions, please reach out to your HR manager
directly.
Letter to Chaparral and Robalo Team
Members from Brad Nelson
April 7, 2026
Chaparral and Robalo Team Members,
I’m reaching out to introduce
myself and share a bit about MasterCraft Boat Holdings, Inc., better known to most as MasterCraft, the company behind the MasterCraft,
Crest, and Balise brands.
All of us at MasterCraft are thrilled
to welcome Chaparral and Robalo into one family as we begin this new chapter together. We’ve long admired what your team has built:
two standout brands with passionate followings and established track records of success in recreational boating and sport fishing. Joining
our two companies together represents an important milestone not just for us, but for the marine industry as a whole. Together, we’ll
be in an even stronger position to shape the future of boating.
A little more about who we are and who
I am. MasterCraft, Crest, and Balise serve the premium performance and leisure categories. Our mission is simple: Create superior on-water
experiences. MasterCraft is the #1 wake/tow brand in the world. Headquartered in Vonore, Tennessee, our team wakes up every day focused
on creating memories that last through differentiated innovation, unrelenting focus on the consumer, and unmatched quality. In many ways,
that mission reflects exactly what you already do so well.
With this combination, we see meaningful
benefits for our teams, dealers, and customers. With five proven and complementary brands, we’ll offer a broader and more diversified
portfolio that can serve a wide range of boaters. Our dealer networks complement each other, with coastal and inland locations helping
to extend our reach in key areas. And by sharing ideas from our product development, manufacturing, and purchasing strengths, we’ll
have greater scale and capabilities that help us invest in all our brands more efficiently by bringing innovative and meaningful products
to market even faster. I’m excited about the opportunity we’ll have to learn from each other, share best practices, and help
make each of our brands stronger and more competitive.
Just as important, we know how special
Chaparral and Robalo are. We intend to preserve that as well as the strong culture you have built. We anticipate that both brands will
continue operating independently as a separate operating unit within the combined company. We expect your identity, teams, dealer and
supplier relationships, and operating model to remain in place. Put simply, we don’t expect much to change after the transaction
closes.
As for me, I couldn’t be more
excited to meet you. I look forward to listening and learning. As an avid boater and outdoorsman, I am a user of the varied and distinct
types of boats that we produce. My background is multi-industry, and I am a believer in culture and teamwork.
Our recent announcement was only the first step. We expect the transaction to close in
the second calendar quarter of 2026, pending shareholder approval and the completion of customary closing requirements. Until then, both
companies will continue to operate separately and independently. It’s business as usual. After close, you can remain focused on
the task at hand as you do normally.
You already design, build, and support
incredible products and extraordinary brands that resonate with boaters around the world. There is so much to be proud of. We look forward
to the opportunity to learn from you, collaborate with you, and build on our shared legacy of excellence, together.
Sincerely,
| /s/ Brad Nelson |
|
|
Brad Nelson
CEO, MasterCraft Boat Holdings, Inc
|
|
Forward Looking Statements
This communication includes forward-looking
statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be
identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,”
“estimates,” “may,” “will,”, “should,” “continue” and similar expressions
and comparable terminology or the negative thereof.
Forward-looking statements are subject
to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied
in the forward-looking statements, including, but not limited to: (i) the anticipated financial performance of the combined company;
(ii) the expected synergies and efficiencies to be achieved as a result of the proposed transactions; (iii) expectations regarding the
diversification and complementary nature of brand portfolios; (iv) expectations regarding the complementary nature of dealer networks;
(v) expectations regarding enhancements to the manufacturing platform and technological innovation; (vi) the financial profile and profitability
of the combined company; (vii) expectations regarding cost savings; (viii) expectations regarding the combined company’s employees,
vendors, dealers and manufacturing operations; (ix) expectations regarding the realization of benefits of the proposed transactions and
the timing associated with realization thereof; and (x) the receipt of all necessary approvals to close the proposed transactions and
the timing associated therewith. These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Securities and Exchange Commission (the “SEC”)
on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and
Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause
actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically
incorporated by reference into this communication.
Any such forward-looking statements
represent estimates as of the date of this communication. These forward-looking statements should not be relied upon as representing
our views as of any date subsequent to the date of this communication. MasterCraft undertakes no obligation (and expressly disclaims
any obligation) to update or supplement any forward-looking statements that may become untrue or cause its views to change, whether because
of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not
intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical
data.
Additional Information and Where
to Find It:
In connection with the proposed transactions,
MasterCraft has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include
a prospectus with respect to the shares of MasterCraft’s common stock to be issued in the proposed transactions and a joint proxy
statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”).
The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft
and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication
is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine
Products may mail to their respective stockholders in connection with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.
Investors and security holders may obtain
copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website,
www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft
will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or,
alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with the SEC by
Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the
heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.
Participants in the Solicitation
MasterCraft, Marine Products and
certain of their respective directors, executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the proposed
transactions under the rules of the SEC. Information about MasterCraft’s directors and executive officers is available in
MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here).
To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the
amounts of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/edgar/browse/?CIK=1638290&owner=exclude).
Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement
dated March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here).
To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from
the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/edgar/browse/?CIK=1129155&owner=exclude).
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed
with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy
Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free
copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources
indicated above.
No Offer or Solicitation
This communication does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with
respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.